Goldcliff Resource arranges $825,000 private placement

Executive Summary

• Goldcliff Resource Corp. announced a non‑brokered private placement to raise up to $825,000 through the issuance of NFT units and flow‑through shares.
• Proceeds will fund property payments on Aurora West and Kettle Valley, drilling at Kettle Valley, metallurgical testwork at Panorama Ridge, and exploration work at the Ainsworth silver project.
• The offering is expected to close around October 6, 2025, subject to regulatory approvals and TSX‑V clearance.

Key Details

• Units Offered: Up to 5 million non‑flow‑through (NFT) units at $0.045 per unit. Each NFT unit = 1 common share + ½ non‑transferable common share purchase warrant.
• Warrant Terms: Warrants allow purchase of an additional common share at $0.08 per share, exercisable for 24 months from closing.
• Flow‑Through Shares: Up to 10 million FT shares at $0.06 per share; each FT share = 1 flow‑through eligible common share.
• Gross Proceeds Target: Up to $825,000 (5 M × $0.045 + 10 M × $0.06).
• Use of Proceeds – NFT Units: Property payments on Aurora West and Kettle Valley projects; general working capital.
• Use of Proceeds – FT Shares: Drilling at Kettle Valley, sample collection for metallurgical testwork & geochemical sampling at Panorama Ridge, additional geochemical & geophysical surveys at Ainsworth silver project (all BC).
• Flow‑Through Tax Treatment: Expenses to be incurred by Dec 31, 2026 and renounced no later than Dec 31, 2025, qualifying as flow‑through mining expenditures under the Canadian Income Tax Act.
• Closing Date: Anticipated on or about Oct 6, 2025 (or other date(s) as determined). Closing subject to regulatory approvals, TSX‑V approval, and other conditions.
• Insider Participation: Insiders may subscribe under related‑party exemptions per MI 61‑101; subject to TSX‑V hold period.
• Finder’s Compensation: Up to 7 % of gross proceeds payable as cash finder's fee; alternatively, warrants equal to 7 % of the number of NFT units and/or FT shares introduced may be issued on the same terms as the unit warrants.

Notable Quotes

(No executive quotes were provided in the release.)